Seth Fischer
Esperion TherapeuticsAbout Seth H.Z. Fischer
Seth H.Z. Fischer, 68, has been an independent director of Esperion since October 2021 and is nominated to continue as a Class III director through the 2028 annual meeting. He brings 40+ years in pharma and medical devices, was CEO and director at VIVUS (2013–2017), previously held company group chairman roles at Johnson & Johnson (Cordis; North America Pharmaceuticals), and served as President of Ortho-McNeil; he holds a Bachelor of General Studies from Ohio University and is a former U.S. Air Force captain .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VIVUS, Inc. | Chief Executive Officer and Director | Sep 2013–Dec 2017 | Led commercialization and strategy execution |
| Johnson & Johnson (Cordis) | Company Group Chairman; Worldwide Franchise Chairman | Not disclosed | Global leadership in devices |
| Johnson & Johnson (North America Pharmaceuticals) | Company Group Chairman | Not disclosed | Oversaw Ortho-McNeil, Janssen, Scios |
| Ortho-McNeil Pharmaceuticals | President | Not disclosed | U.S. commercial leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Milestone Pharmaceuticals, Inc. | Director | Current | Biopharmaceutical company |
| Marinus Pharmaceuticals, Inc. | Director | Prior | Public company (NASDAQ: MRNS) |
| Agile Therapeutics, Inc. | Director | Prior | Public company |
| Spectrum Pharmaceuticals, Inc. | Director | Prior | Public company (NASDAQ: SPPI) |
| BioSig Technologies, Inc. | Director | Prior | Public company (NASDAQ: BSGM) |
Board Governance
- Independence: The Board determined all non-employee directors, including Mr. Fischer, are independent under NASDAQ rules; the Board and committees comply with SEC/NASDAQ requirements .
- Committee roles: Chair, Compensation Committee; Member, Compliance Committee. He is not listed on the Audit or Nominating & Corporate Governance Committees .
- Attendance/engagement: In 2024, the Board met 11 times; all incumbent directors attended at least 75% of Board and relevant committee meetings. The Board held executive sessions of independent directors regularly .
- Election/class: Class III director nominee for a term ending at the 2028 annual meeting .
- Board leadership: Non-executive Chair (J. Martin Carroll) with defined responsibilities (agenda, schedules, liaison); prior Lead Independent Director role ended when an independent Chair was appointed .
- Compensation committee practices: Oversees executive pay, equity plans, non-employee director pay; retains independent consultant (Compensia), assessed independent with ~$123,000 fees in 2024 .
- Policies: Compensation recovery (clawback) adopted Nov 8, 2023 ; insider trading policy prohibits short sales, derivatives, and pledging without audit committee approval .
- Shareholder signals: 2024 Say-on-Pay received ~74% support, reviewed by the compensation committee chaired by Mr. Fischer .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash retainer | 50,000 | Standard annual retainer for non-employee directors |
| Compensation Committee Chair fee | 15,000 | Annual chair retainer |
| Compliance Committee member fee | 7,500 | Annual member retainer |
| Total cash fees earned | 72,500 | Sum of cash retainers (matches reported fees) |
| RSU grant (grant-date fair value) | 51,750 | Annual RSUs; vest at next annual meeting |
| Stock option grant (grant-date fair value) | 53,082 | Annual options; exercise price ≥ fair market value |
| Total 2024 director compensation | 177,332 | Reported total |
Director equity awards in 2024 followed the updated policy effective May 23, 2024: choice of 32,500 options + 23,000 RSUs, or 65,000 options; annual awards vest on the earlier of one year or the next annual meeting .
Performance Compensation
| Equity/Policy Element | Terms | Vesting/Performance Link |
|---|---|---|
| Annual director equity | Choice: options+RSUs or options only | Time-based vesting; no performance metrics; vests by next annual meeting |
| Director compensation limit | Max $750,000 per year (cash + equity grant-date value) | Plan cap; helps mitigate excessive director pay |
| Minimum vesting | ≥1-year minimum vesting for equity awards (limited exceptions) | Time-based; exceptions capped at 5% of share pool |
| Option exercise price | ≥ fair market value at grant | Aligns with shareholder value; no repricing without stockholder approval |
No director-specific performance metrics are disclosed for equity awards; equity vests primarily based on continued service rather than financial targets .
Other Directorships & Interlocks
| Company | Relationship to ESPR | Potential Interlock/Conflict Noted |
|---|---|---|
| Milestone Pharmaceuticals, Inc. | External board only | No related-party transactions disclosed with ESPR |
| Marinus, Agile, Spectrum, BioSig | External prior boards | No related-party transactions disclosed with ESPR |
The proxy states there were no related party transactions >$120,000 with directors/officers/5% holders in 2024 beyond compensation arrangements, and outlines a formal approval policy via the audit committee .
Expertise & Qualifications
- Strategic and commercial leadership across pharma and devices; prior global and U.S. franchise leadership at J&J (Cordis; North America Pharmaceuticals) and President of Ortho-McNeil .
- CEO tenure at VIVUS with commercialization experience; record of developing and executing product growth strategies .
- Military leadership experience as a U.S. Air Force captain; Ohio University graduate .
Equity Ownership
| Ownership Detail (as of Apr 1, 2025) | Amount |
|---|---|
| Common shares held directly | 5,150 |
| Options exercisable within 60 days | 105,061 |
| RSUs vesting within 60 days | 23,000 |
| Total beneficial ownership (shares) | 133,211 |
| Ownership % of outstanding | <1% (198,149,421 shares outstanding) |
| Pledged/hedged shares | None disclosed; pledging requires audit committee approval under insider trading policy |
Governance Assessment
- Board effectiveness and independence: Independent director with active committee leadership (Compensation Chair; Compliance member); Board and committees meet regulatory independence requirements; attendance met ≥75% threshold in 2024 .
- Compensation governance signals: As Compensation Chair, oversees executive pay and equity plans; 2024 Say-on-Pay support at ~74% provides a measurable shareholder feedback input for committee decisions .
- Alignment and incentives: Annual director equity grants and time-based vesting provide exposure to share price; beneficial ownership <1% suggests alignment primarily via ongoing equity awards rather than large legacy holdings; plan caps and minimum vesting protect against pay risk .
- Policy safeguards: Robust clawback policy (Nov 8, 2023) and strict insider trading/pledging prohibitions strengthen governance and investor confidence .
- Conflicts/related party exposure: No related-party transactions disclosed; compensation committee interlocks/insider participation affirm no employee/former officer conflicts among committee members .
- Legal/risk indicators: No legal proceedings involving directors disclosed in last ten years; Board risk oversight structure defined across committees (audit, compensation, compliance) .